Tesler v. Miller/Howard Invs., Inc.

• Decision Date: 01 March 2019
• Docket Number: Case No. 1:16-cv-00640-TWP-MPB
• Parties: ERIC S. TESLER, Plaintiff, v. MILLER/HOWARD INVESTMENTS, INC., a Delaware Corporation, Defendant.
• Court: U.S. District Court — Southern District of Indiana

ERIC S. TESLER, Plaintiff, v. MILLER/HOWARD INVESTMENTS, INC., a Delaware Corporation, Defendant.

Case No. 1:16-cv-00640-TWP-MPB

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF INDIANA INDIANAPOLIS DIVISION

March 1, 2019

ENTRY ON DEFENDANT'S MOTION TO RECONSIDER

This matter is before the Court on a Motion to Reconsider the Court's Entry on its Motion for Summary Judgment filed by Defendant Miller/Howard Investments, Inc. ("Miller/Howard") (Filing No. 118). The Court previously determined that factual disputes precluded summary judgment on Plaintiff Eric S. Tesler's ("Tesler") breach of contract claim, and that claim should be permitted to go to trial (Filing No. 111). Miller/Howard asks the Court to reconsider its summary judgment entry. For the following reasons, the Court grants in part and denies in part Miller/Howard's Motion to Reconsider.

I. BACKGROUND

A detailed recitation of the facts of this case is provided in the Court's Entry on Defendant's Motion for Summary Judgment. (Filing No. 111.) The Court provides a brief summary of the facts below.

Tesler was formerly employed as a marketer of financial services for Miller/Howard—a financial management corporation that sells securities. Miller/Howard hired Tesler in October 2010 after recruiting him and negotiating the terms of his employment. Upon the initiation of his employment, Miller/Howard provided Tesler with a document called "Terms of employment and compensation". (Filing No. 85-1 at 9.) Tesler alleges this document and other documents Miller/Howard provided to him when he was hired constitute a contract obligating Miller/Howard to pay him an "ongoing" 3% commission on accounts he generated while employed there. He asserts Miller/Howard continues to owe him this commission even after his employment ended¹ so long as the accounts he generated remain open. Miller/Howard disputes that it signed a contract with Tesler; it refuses to pay him the 3% commission beyond the termination of his employment.

In March 2016, Tesler brought this action against Miller/Howard seeking to recover the unpaid commissions he alleges to have earned after his employment ended plus some additional money for commissions he contends were improperly calculated during his employment. Tesler's Second Amended Complaint asserts claims for violation of Indiana's Wage Payment Statute, unjust enrichment, conversion, negligence, breach of fiduciary duty, fraud, and breach of contract. (Filing No. 35.) The claims under the Wage Payment Statute and for conversion and fraud were abandoned or dismissed. Miller/Howard moved for summary judgment on all remaining claims. (Filing No. 84.) The Court granted summary judgment on Tesler's claims for unjust enrichment, negligence, and breach of fiduciary duty, but denied Miller/Howard's motion on Tesler's breach of contract claim, leaving that claim to be resolved at trial. (Filing No. 111.) Miller/Howard asks the Court to reconsider that order. (Filing No. 118.)

II. LEGAL STANDARD

This Motion is properly classified as a motion to reconsider under Federal Rule of Civil Procedure 54(b) because no final judgment has been entered in this case. See Fed. R. Civ. P. 54(b) ("any order or other decision, however designated, that adjudicates fewer than all the claims or the rights and liabilities of fewer than all the parties does not end the action as to any of the claims orparties and may be revised at any time before the entry of a judgment adjudicating all the claims and all the parties' rights and liabilities").

The Court applies a similar standard as applied to a motion to alter or amend a judgment under Rule 59(e). Motions to reconsider filed pursuant to Rule 54(b) or Rule 59(e) are for the purpose of correcting manifest errors of law or fact or to present newly discovered evidence not available at the time of briefing. H.E. McGonigal, Inc. v. Harleysville Lakes States Ins. Co., 2017 WL 1382764 at *1 (S.D. Ind. April 18, 2017).

Motions to reconsider "serve a limited function: to correct manifest errors of law or fact or to present newly discovered evidence." State Farm Fire & Cas. Co. v. Nokes, 263 F.R.D. 518, 526 (N.D. Ind. 2009). The motion is to be used "where the Court has patently misunderstood a party, or has made a decision outside the adversarial issues presented to the Court by the parties, or has made an error not of reasoning but of apprehension." Bank of Waunakee v. Rochester Cheese Sales, Inc., 906 F.2d 1185, 1191 (7th Cir. 1990) (citation omitted).

The purpose of a motion for reconsideration is to ask the court to reconsider matters "properly encompassed in a decision on the merits." Osterneck v. Ernst & Whinney, 489 U.S. 169, 174 (1989). The motion "will be successful only where the movant clearly establishes: (1) that the court committed a manifest error of law or fact, or (2) that newly discovered evidence precluded an entry of judgment." Cincinnati Life Ins. Co. v. Beyrer, 722 F.3d 939, 954 (7th Cir. 2013) (citation and quotation marks omitted). A manifest error "is not demonstrated by the disappointment of the losing party. It is the wholesale disregard, misapplication, or failure to recognize controlling precedent." Oto v. Metropolitan Life Ins. Co., 244 F.3d 601, 606 (7th Cir. 2000) (citation and quotation marks omitted).

"Reconsideration is not an appropriate forum for rehashing previously rejected arguments or arguing matters that could have been heard during the pendency of the previous motion." Ahmed v. Ashcroft, 388 F.3d 247, 249 (7th Cir. 2004) (citation and quotation marks omitted). Relief pursuant to a motion to reconsider is an "extraordinary remed[y] reserved for the exceptional case." Foster v. DeLuca, 545 F.3d 582, 584 (7th Cir. 2008).

III. DISCUSSION

Miller/Howard makes two arguments in support of its Motion to Reconsider. First, it argues that the Court was required to construe the alleged contract as a matter of law. And second, that the Court erred by applying the wrong statute of limitations.

A. Contract Interpretation as a Matter of Law

Miller/Howard argues that whether a contract existed and, if one did exist what it said, are matters of law that the Court is obligated to decide at the summary judgment stage. The Court disagrees with Miller/Howard's assessment of Indiana law and is not persuaded by its argument.

In Indiana, "[t]he goal of contract interpretation is to ascertain and give effect to the parties' intent as reasonably manifested by the language of the agreement." Reuille v. E.E. Brandenberger Const., Inc., 888 N.E.2d 770, 771 (Ind. 2008). Contract interpretation is often a matter of law that can be resolved by a court on a paper record because contracts are often unambiguous. The Indiana Supreme Court has recognized that fact, declaring that "matter of contract interpretation are 'particularly well-suited for de novo appellate review,' because they 'generally present [ ] questions purely of law.'" In re Indiana State Fair Litigation, 49 N.E.3d 545, 548 (Ind. 2016) (quoting Holiday Hospitality Franchising, Inc. v. AMCO Ins. Co., 983 N.E.2d 574, 577 (Ind. 2013)) (emphasis added). "A contract may be construed on summary judgment if it 'is not ambiguous or uncertain,' or if 'the contract ambiguity, if one exists, can be resolved without theaid of a factual determination.'" Id. (quoting Warrick County ex rel. Conner v. Hill, 973 N.E.2d 1138, 1144 (Ind. Ct. App. 2012), trans. denied). When a contract contains an ambiguity, and the parties' intent cannot be ascertained without analyzing and balancing facts extrinsic to the contract, "[t]he meaning of a contract is a question for the factfinder, precluding summary judgment." Id. (citing Tate v. Secura Ins., 587 N.E.2d 665, 668 (Ind. 1992)).

Likewise, whether a document even constitutes an enforceable contract is not always a question that can be resolved without the aid of a factfinder. Only "when the facts are undisputed" is the existence of a contract "generally a question of law for the court." Orr v. Westminster Vill. North, Inc., 689 N.E.2d 712, 721 n. 16 (Ind. 1997). As the Court said in its entry on summary judgment, there are unresolved questions of fact in this case, the answers to which would determine whether Miller/Howard should be held to any representations Tracee Cannon-Gordon made on its behalf during her pre-employment negotiations with Tesler. (Filing No. 111 at 11.)

Miller/Howard's Motion to Reconsider does not present a clear picture of how it foresees the Court resolving the ambiguity in the "Terms of compensation and employment" document. In one paragraph, Miller/Howard insists that Indiana law requires the Court to resolve any ambiguity "as a matter of law." In the next paragraph, Miller/Howard states the Court should consider the "submitted evidence," including the "undisputed facts" that Tesler did not have any discussions with Miller/Howard employees about receiving commission after his employment ended, that Tesler had never received commission after leaving a job in the past, and that Miller/Howard has never before paid a former employee continuous commission payments. (Filing No. 119 at 7-8.) Moreover, Miller/Howard acknowledges that countervailing evidence leads to an inference that supports Tesler's theory of the case but argues that its evidence is stronger. Miller/Howard asserts "the Court may weigh the parties' evidence supporting their interpretation of the term 'ongoing'at summary judgment" (id. at 9) despite Indiana's clear rule that "weighing [evidence]—no matter how decisively the scales may seem to tip—[is] a matter for trial, not summary judgment." Hughley v. State, 15 N.E.3d 1000, 1004 (Ind. 2014); see also Klinker v. First Merchs. Bank, N.A., 964 N.E.2d 190, 195 (Ind. 2012) ("weighing evidence, judging witness credibility, and drawing reasonable inferences from the facts...are improper in considering a motion for summary judgment"); Siner v. Kindred Hosp. Ltd. P'ship, 51 N.E.3d 1184, 1188 (Ind. 2016) ("cases...